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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SYNCRONYS SOFTCORP
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
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[ ] Fee paid previously with preliminary materials.
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Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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SYNCRONYS SOFTCORP
3958 Ince Boulevard
Culver City, California 90232
(310) 842-9203
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AMENDMENT
TO
PROXY STATEMENT
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This Amendment to Proxy Statement hereby amends the Proxy Statement dated
October 28, 1997 (the "Proxy"), and the Notice of Annual Meeting dated October
28, 1997 (the "Notice"), of Syncronys Softcorp (the "Company") as follows:
A. Matter Number 2 in the Notice, "The ratification of the appointment of
KPMG Peat Marwick LLP as the Company's Independent Auditors" is
withdrawn and repealed in its entirety.
B. The information under the heading "MATTERS NOT REQUIRED TO BE SUBMITTED
-- APPOINTMENT OF INDEPENDENT AUDITORS," is revised to read as follows:
On November 26, 1996, the Company's shareholders ratified the re-appointment of
the Company's auditor, KPMG Peat Marwick LLP ("KPMG Peat Marwick") to serve as
auditor for the 1997 fiscal year. On November 19, 1997, KPMG Peat Marwick
notified the Company that it was declining to stand for re-election.
In connection with the audits of the two fiscal years ended June 30, 1997 and
the subsequent interim period through November 19, 1997, there were no
disagreements between KPMG Peat Marwick and the Registrant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreements, if not resolved to their satification,
would have caused them to make reference in connection with their opinion to
the subject matter of the disagreement. KPMG Peat Marwick's auditors' report
on the consolidated financial statements of the Registrant and its subsidiaries
as of June 30, 1997 and for each of the years in the two year period ened June
30, 1997 contained a separate paragraph stating that "the Company has suffered
recurring losses from operations which raises substantial doubt about its
ability to continue as a going concern." Management's plans in regard to these
matters are also described in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty. Also,
KPMG Peat Marwick had, in its opinion, identified as a material weakness, as
determined under standards established by the American Institute of Certified
Public Accountants, that the Registrant's information systems did not reliably
and consistently provide sales and marketing data to the accounting department
that is necessary in establishing appropriate accounting estimates.
Consequently, representatives of KPMG Peat Marwick will not be present at the
meeting and will neither make a statement nor respond to appropriate questions
from shareholders. The Company is currently conducting a search to find a new
independent auditor to replace KPMG Peat Marwick. Upon finding such a
replacement, the Company will promptly publicize the name of the new auditor.
/s/ DANIEL G. TAYLOR
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DANIEL G. TAYLOR
Chairman of the Board
Culver City, California
December 2, 1997
